General Terms and Conditions of the Inovamed GmbH in Aachen, Germany
- 1 GTC Applicability
Any offers, deliveries and services of Inovamed are exclusively subject to Inovamed’s General Terms and Conditions. General terms and conditions of contract partners will not become contract components. At the latest upon the receipt of a delivery or service, Inovamed’s General Terms and Conditions will be considered accepted. Inovamed’s General Terms and Conditions only apply towards entrepreneurs.
- 2 Contract Conclusion
All offers of Inovamed, especially on their Internet pages, in brochures and in flyers, are non-binding. This applies especially to prices, depictions and technical specifications. By ordering goods from Inovamed, the buyer bindingly declares his desire to purchase the ordered goods. Inovamed may then accept the contractual offer for the order within two weeks of receipt. Acceptance may either be declared in writing or by delivering the goods.
- 3 Prices
The prices to be paid by the contract partner to Inovamed are based on the agreement between the parties. The contract partner may freely set prices and conditions for resale to third parties at his discretion. There is no fixed price.
- 4 Offsetting
Offsetting is only permissible for claims that have been legally determined or that have not been contested.
- 5 Warehouse
If the contract parties agreed that the contract partner must provide a warehouse at his office for the contractual products, the contract partner must provide sufficient insurance coverage for the warehouse. The products stored at the warehouse will be delivered by Inovamed free of charge. Any deliveries will be made subject to retention of title. The contract partner may sell the contract products at his expense through the ordinary course of business.
If the contractual products at the warehouse are seized, the contract partner must notify Inovamed without undue delay and submit a copy of the seizure records. Inovamed will not participate in the warehouse maintenance costs. The contractual products retrieved from the warehouse will be invoiced monthly. These invoices must be settled with Inovamed within three days of invoicing.
- 6 Defect Claims (Guarantees)
1. Inovamed will be liable for the defect-free condition of the delivered products in accordance with their state of development. This liability does not apply to defects that may have been caused by improper storage or use of the products by the contract partner.
- The contract partner must inspect the product without undue delay upon receipt. Noticeable defects must be reported to Inovamed in writing without undue delay upon receipt of the product or – if the defect is only discovered subsequently – without undue delay upon discovery. If this is not done, the product will be considered approved.
- Inovamed’s statutory liability for defects includes defect rectification or replacement deliveries at Inovamed’s discretion.
- If rectification fails, the contract partner may reduce his payments or – in case of severe defects – withdraw from the contract.
- 7 Liability (Damage Compensation)
Inovamed is liable in accordance with legal regulations. However, its liability for damages is limited as follows:
- a. In case of simple negligence, Inovamed will only be liable for injuries to life, limb or health.
b. In case of intent by vicarious agents, gross negligence by legal representatives, employees or vicarious agents, Inovamed will only be liable for foreseeable damages typical to the contract. However, this limitation does not apply to damages caused by injuries to life, limb or health.
c. In case of violations of essential contractual obligations, Inovamed will, contrary to Letter a, also be liable for simple negligence, but limited as in Letter b. Essential contractual obligations mean obligations on whose fulfillment proper contract performance depends and on whose compliance the contract partner may regularly rely.
- Applicable regulations of the German Product Liability Act [Produkthaftungsgesetz, ProdHaftG] and liability in case of assurances will remain unaffected. In case of other breaches of duty, especially culpability during contract conclusion, default or offences, Inovamed’s liability will not extend beyond the above regulations.
- Inovamed’s legal representatives, managing directors and employees will be no more liable than Inovamed itself.
- 8 Termination
Cooperation may be terminated by either contract partner without notice in accordance with Section 314 of the German Civil Code [Bürgerliches Gesetzbuch, BGB] in case of a reason that makes continuation of the contract until the ordinary notice period unreasonable. Any party may terminate the contract with a 3-month notice period from the end of the month without stating reasons.
- 9 Data Protection
The contract partner consents to have the data required for order performance saved on data carriers in accordance with the German Federal Data Protection Act [Bundesdatenschutzgesetz, BDSG] and the German Teleservices Data Protection Act [Teledienstdatenschutzgesetz, TDDSG] and treated confidentially. The contract partner expressly consents to the collection, processing and use of his personal data. The contract partner may withdraw this consent at any time effective for the future. In such cases, Inovamed must disable the personal data without undue delay if all order processes have been fully executed. Inovamed may transfer personal data to third parties to perform credit assessments.
- 10 German Law Applicability
These General Terms and Conditions are governed by German law under exclusion of the CISG.
- 11 Place of Jurisdiction
The place of jurisdiction for any disputes between the parties under the contractual relationship is Aachen, Germany, if the contract partner is a merchant, legal person under public law or a special fund under public law. However, Inovamed may sue the contract partner at his registered office.
- 12 Side Agreements/Partial Invalidity
Side agreements to these General Terms and Conditions must be issued in written form to be effective.
Should any regulation of these General Terms and Conditions be fully or partially invalid or unenforceable, the validity of the remaining regulations will remain unaffected. The parties must replace any invalid or unenforceable regulations or close any regulatory gap with a regulation that most closely approximates the invalid, unenforceable or missing regulation – economically within the scope of what is legally permissible.